OS Therapies Inc
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
OSTX$1.00+2.0%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-18.
0001213900-26-058070
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001213900-26-090238
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 5 previous paragraphs and 12 current paragraphs.
2 unchanged; 3 reworded; 7 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
You should carefully consider the factors discussed under the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC on March 31, 2026, as such factors could materially affect our business, financial condition, and future results. The risks described in such annual report are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may have a material adverse impact on our business, financial condition, or results of operations. There have been no material changes to the risk factors identified in our most recent Annual Report on Form 10-K, other than as set forth below.
Added paragraphs (7)
Current report
Our substantial indebtedness and limited cash resources could adversely affect our financial condition and ability to obtain additional financing, and a default under our Secured Notes could result in the loss of substantially all of our assets.
Current report
On August 10, 2026, we issued Secured Notes in an aggregate principal amount of $5,405,405.42 in the First Tranche of the August Private Placement, with up to an additional $5,000,000 available in the Second Tranche. The Secured Notes are secured by a continuing first-priority security interest in substantially all of our and our subsidiaries’ existing and after-acquired assets, subject to certain exclusions, including our intellectual property assets. As of June 30, 2026, we had cash of approximately $205,000 and an accumulated deficit of approximately $86.2 million. We have incurred recurring losses and negative cash flows from operations since inception, and these conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional capital, and there can be no assurance that such capital will be available on favorable terms, or at all.
Current report
Our substantial indebtedness and limited cash resources may limit our ability to obtain additional financing, including additional debt financing, on favorable terms or at all. In addition, the Secured Notes mature nine months from the applicable advance date, and if we are unable to raise sufficient capital, we may be unable to repay the Secured Notes when due. Any failure to repay the Secured Notes could result in an event of default and acceleration of our obligations. In the event of a default, the noteholders could exercise their rights and remedies with respect to the collateral securing the Secured Notes, which could result in the foreclosure on and loss of substantially all of our assets. Any such event could materially and adversely affect our financial condition, results of operations and ability to continue as a going concern.
Current report
The terms of our Secured Notes impose significant restrictions on our operations and financing activities, which could limit our financial and operational flexibility.
Current report
The Secured Notes contain various negative covenants that restrict our and our subsidiaries’ ability to take certain actions without the consent of the noteholders, including paying dividends or making other distributions on our common stock, entering into variable rate transactions, changing the nature of our business, selling or divesting material assets outside the ordinary course of business, incurring certain indebtedness and redeeming or repurchasing our common stock. In addition, we are required to apply 100% of all VAT refunds and governmental tax refund proceeds as mandatory pro rata prepayments of the Secured Notes. The 2026 OID Secured Note SPA also includes most-favored-nation provisions, participation rights and rollover rights in favor of the purchasers, which could further restrict our ability to conduct future financings. These restrictions could limit our ability to respond to changing business and economic conditions, pursue strategic opportunities, make investments or otherwise take actions that we believe are in our best interests.
Current report
An event of default under our Secured Notes could result in acceleration of our obligations and materially adversely affect our financial condition.
Current report
The Secured Notes contain various events of default, including failure to pay amounts when due, failure to deliver shares upon conversion, breaches of covenants, bankruptcy events, a change of control, cessation of operations, delisting, failure to maintain Exchange Act reporting status and certain cross-defaults. Upon the occurrence of an event of default, the outstanding obligations may become immediately due and payable and may be increased to 125% of the then-outstanding obligations. In addition, default interest would accrue at a rate equal to the lesser of 24% per annum or the maximum rate permitted by applicable law, and a monthly monitoring fee of $10,000 would be payable until the applicable default is cured or waived. Any acceleration of our obligations, increase in the amount owed or imposition of additional interest and fees could materially and adversely affect our financial condition, liquidity and ability to continue operations.
Reworded paragraphs (3)
Previous wording
Sales of a substantial number of shares of our common stock, including shares issued or issuable pursuant to our ATM program and upon the conversion or exercise of our outstanding convertible or exercisable securities, could cause the market price of our common stock to decline.
Current wording
Sales of a substantial number of shares of our common stock, including shares issued or issuable upon the conversion or exercise of our outstanding convertible or exercisable securities, could cause the market price of our common stock to decline.
Previous wording
The sale of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could cause the market price of our common stock to decline. We had 44,538,106 shares of common stock outstanding as of May 14, 2026 (excluding any shares issuable upon the conversion or exercise, as applicable, of our outstanding Series A senior convertible preferred stock, warrants or stock options). A substantial majority of the outstanding shares of our common stock are freely tradable without restriction or further registration under the Securities Act, unless such shares are owned or purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act.
Current wording
The sale of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could cause the market price of our common stock to decline. We had 46,125,825 shares of common stock outstanding as of August 12, 2026 (excluding any shares issuable upon the conversion or exercise, as applicable, of our outstanding Series A senior convertible preferred stock, Secured Notes, warrants or stock options). A substantial majority of the outstanding shares of our common stock are freely tradable without restriction or further registration under the Securities Act, unless such shares are owned or purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act.
Previous wording
In addition, as of May 14, 2026, there were outstanding (i) 392,500 shares of Series A senior convertible preferred stock convertible into an aggregate of 1,401,786 shares of common stock, (ii) warrants to purchase an aggregate of 11,683,476 shares of common stock, and (iii) stock options to purchase an aggregate of 8,357,500 shares of our common stock, of which options to purchase 2,400,000 shares of our common stock were then exercisable. The shares of our common stock issuable upon conversion or exercise, as applicable, of such securities may be immediately eligible for resale in the open market. We may also utilize our “at the market” equity offering program pursuant to our at market issuance sales agreement with B. Riley Securities, Inc. and JonesTrading Institutional Services LLC. Any such sales, or the perception that such sales could occur, could cause the market price of our common stock to decline and may make it more difficult for us to raise capital in the future.
Current wording
In addition, as of August 12, 2026, there were outstanding (i) 392,500 shares of Series A senior convertible preferred stock, convertible into an aggregate of 1,401,786 shares of common stock, (ii) Secured Notes in the aggregate principal amount of $5,405,405.42, convertible at a conversion price of $2.05 per share, (iii) warrants to purchase up to an aggregate of 15,234,585 shares of common stock, (iv) pre-funded warrants to purchase up to an aggregate of 3,324,108 shares of common stock, and (v) stock options to purchase up to an aggregate of 8,422,500 shares of common stock, of which options to purchase 2,400,000 shares of common stock were then exercisable. The shares of our common stock issuable upon conversion or exercise, as applicable, of such securities may be immediately eligible for resale in the open market. Any such sales, or the perception that such sales could occur, could cause the market price of our common stock to decline and may make it more difficult for us to raise capital in the future.